DEF 14A of AGNT, Inc., Mar 27, 2024

DEF 14A of AGNT, Inc.

Filed Mar 27, 2024 · FY20230001558370-24-004066

Open on EDGAR

  1. Proposal 1 - Election of Directors

    Proposal 1 - Election of Directors Each director will be elected by the affirmative vote of a majority of shares that are voting in the election. Abstentions and broker non-votes will not have any effect on the outcome of the election of directors because they are not counted as voting in the election.

  2. Director Nominees’ Biographical and Related Information

    Director Nominees’ Biographical and Related Information

  3. Director Nominees’ Biographical and Related Information

    | GLENN SANFORD Founder Chief Executive Officer Chair of the Board Director since March 2013 Compensation Committee Chair Equity Committee | Glenn Sanford, 57, is the founder, Chairman of the Board of Directors, and Chief Executive Officer of the Company, and Chief Executive Officer of eXp Realty, LLC. Prior to real estate, Mr. Sanford was an executive with a number of technology-related companies. In 1998, Mr. Sanford founded and served as President for eShippers.com, an online e-commerce and logistics company. Since 2002, Mr. Sanford has been actively involved in the residential real estate space. Mr. Sanford ran a large mega-agent team and consulted to Keller Williams International as a member of the Agent Technology Council in the areas of online client acquisition, client conversion and technology. Mr. Sanford was also a significant contributor to Keller Williams Internet Lead Generation Masterminds. In early 2007, Mr. Sanford launched BuyerTours Realty, LLC and grew the Company to three offices and into two states. After the decline in the real estate market in 2008, Mr. Sanford and his executive team rewrote the entire business model to reduce costs and provide consumers with more information and access. In October 2009, Glenn Sanford founded and launched eXp Realty, LLC as the first truly cloud-based national real estate brokerage which replaced the traditional brick and mortar environment with a fully-immersive 3D virtual office environment where agents, brokers and staff collaborate across borders while learning and transacting business from anywhere in the world. Since that time, eXp Realty has quickly grown throughout the United States and internationally. | | Glenn Sanford has proven leadership in scaling the Company into a global cloud brokerage, which highlights his strategic foresight and commitment to innovation, essential for guiding the Company’s future growth. | |

  4. Director Nominees’ Biographical and Related Information

    | RANDALL MILES Vice-Chair of the Board Director since July 2016 Audit Committee Chair Compensation Committee Nominating & Corporate Governance Committee | For over 25 years, Randall Miles, 67, has held senior leadership positions in global financial services, financial technology and investment banking companies. His extensive investment banking background at bulge bracket, regional and boutique firms advising financial services companies on strategic and capital structure needs has crossed many disciplines. Mr. Miles’ transactional and advisory experience is complemented by leadership roles at public and private equity backed financial technology, specialty finance and software companies that have included Chairman and CEO at LIONMTS where he was nominated for the Ernst & Young Entrepreneur of the Year award, CEO at Syngence Corporation, COO of AtlasBanc Holdings Corp. and CEO of Advantage Funding / NAFCO Holdings. Mr. Miles is Managing Partner at SCM Capital Group, a global strategic and capital structure advisory firm, where he has served since in 2003. Previously, he served as Head of Investment Banking at Tigress Financial Partners, Managing Director at Riparian Partners, a division of Oppenheimer & Co., Inc. as Senior Managing Director, and Head of FIG and COO, Investment Banking at Cantor Fitzgerald & Co. Mr. Miles has held senior leadership roles at Oppenheimer & Co., D.A. Davidson and Co., The First Boston Corporation (Credit Suisse), Meridian Capital and Greenwich Capital Markets. Mr. Miles has broad public, private and nonprofit board experience and has been active for many years in leadership roles with the Make-A-Wish Foundation. He presently serves on the boards of Troika Media Group, Inc., RESAAS Services Inc., Kuity, Corp., Arthur H. Thomas Company as Chairman, Independent Director, Chairman, and Vice Chairman respectively. Mr. Miles holds a BBA from the University of Washington and holds FINRA licenses Series 7, 24, 63 and 79. |

  5. Director Nominees’ Biographical and Related Information

    | Randall Miles brings valuable expertise in strategic leadership and finance, contributing critical insights and skills necessary to support the Company’s ambitions in expanding its footprint and enhancing stockholder value. |

  6. Director Nominees’ Biographical and Related Information

    | Director since November 2018 | | | DAN CAHIR Director since November 2018 Audit Committee Compensation Committee | Dan Cahir, 41, has more than 15 years of experience managing public and private equity investments across a variety of industries. Currently, Mr. Cahir serves as the Chief Executive Officer and Chief Investment Officer of Sapling Capital, LLC, positions he has held at Sapling Capital, LLC and its related entities since June 2018. From June 2013 to June 2018, Mr. Cahir served as a portfolio manager at Long Light Capital, managing a public equity portfolio and evaluating venture capital and private equity investments and allocations to external fund managers. From September 2011 to April 2013, Mr. Cahir was a member of the investment team at Ziff Brothers Investments, a private investment firm. From August 2007 to September 2009, Mr. Cahir was a member of the investment team at Madrone Capital Partners where he led the analysis on venture capital, private equity and public equity investments. Mr. Cahir began his career in September 2005 with Bain & Co., where he advised Fortune 500 and private equity clients on M&A, growth and efficiency initiatives until June 2007. Mr. Cahir completed his studies and earned his Bachelor of Arts Degree in Economics in 2005, graduating with the summa cum laude distinction from Claremont McKenna College and completed his studies and earned a Master of Business Administration from Harvard Business School in 2011. | | Dan Cahir, with an expertise in finance and risk management and experience advising Fortune 500 clients on M&A, growth strategies, and cost-cutting, is ideally suited for the Board. His strategic insights are pivotal for guiding the Company through financial complexities, driving sustainable expansion, and maximizing stockholder value. | |

  7. Director Nominees’ Biographical and Related Information

    | MONICA WEAKLEY Director since June 2022 Agent Director Sustainability Committee | Monica Weakley, 55, joined eXp Realty as an independent contractor real estate agent in July 2017. Ms. Weakley has more than 20 years of experience in the real estate industry, including being a team leader. Ms. Weakley has also been coaching and training agents since 2007 and founded her own real estate referral service company, GhostPostr, in 2019. In 2021, Ms. Weakley joined the Company’s Agent Advisory Council which represents the interests of agents to the Board and other Company leadership. Ms. Weakley completed her studies and earned her Bachelor of Science in Speech/Communications from Denison University in 1990. Monica Weakley’s deep industry insights from her successful career in real estate coaching and as a top agent make her a strategic asset to the Board, offering important perspectives on agent success and market strategy essential for the Company’s continued growth and innovation. |

  8. Director Nominees’ Biographical and Related Information

    | PEGGIE PELOSI Director since January 2023 Nominating & Corporate Governance Committee Chair Sustainability Committee Chair Audit Committee | Peggie Pelosi, 68, has more than 20 years of experience as a sales and network development professional and 15 years of experience as a corporate social responsibility and sustainability practitioner. Ms. Pelosi serves as the founding partner and strategic advisor of Orenda Social Purpose, positions she has held since September 2005. Until March 2023, she has also served as the Executive Director of Innovators Alliance, a network of CEOs focused on sustainable and profitable growth through innovation. Prior to her career and academic work in corporate social responsibility and sustainability, Ms. Pelosi served as a member of USANA Health Sciences, Inc.’s (“USANA”) management team, first as Executive Director of Sales for Canada from 1999 until 2000 and then as Vice President of Network Development from 2000 until 2004. Since 2018, Ms. Pelosi has served as a member of USANA’s Board of Directors and currently serves on USANA’s Audit Committee, Compensation Committee, Governance, Risk & Nominating Committee, and serves as Chair of the Sustainability Committee. Ms. Pelosi has received a graduate diploma from St. Michael’s College at the University of Toronto in Corporate Social Responsibility & Sustainability, and has completed the NACD Directorship Certification (NACD.CD) and the ESG Competent Boards Director Certification (GCB.D). | | Peggie Pelosi’s leadership in corporate social responsibility and her vast experience in sales and network development uniquely qualify her for the Board, aligning with the Company’s commitment to sustainable growth. | |

  9. Director Nominees’ Biographical and Related Information

    | FRED REICHHELD Director since September 2023 Nominating & Corporate Governance Committee Sustainability Committee | Fred Reichheld, 72, has more than 45 years of experience as a leading expert on customer and employee loyalty. Mr. Reichheld joined Bain & Company, Inc., a global business consulting firm, in 1977, was elected to the partnership of Bain & Company, Inc. in 1982, and was elected as the first Bain Fellow in January 1999, a position he continues to hold currently. Mr. Reichheld is the creator of the Net Promoter® system of management and founded Bain’s Loyalty practice, which helps clients achieve superior results through improvements in customer, employee, partner and investor loyalty and has also served in a variety of other roles, including as a member of Bain & Company’s Worldwide Management, Nominating, and Compensation Committees. Mr. Reichheld is a frequent speaker to major business forums and groups of CEOs and senior executives worldwide and has authored several books, including Winning on Purpose and The Ultimate Question 2.0. Since 2015, Mr. Reichheld has served as a member of FirstService Corp.’s Board of Directors and currently serves on its Nominating and Corporate Governance Committee. Since 2020, Mr. Reichheld has also served as a member of Bilt, Inc.’s Board of Directors. Mr. Reichheld received his Bachelor of Arts in Economics from Harvard University and his Master of Business Administration from Harvard Business School. | | Fred Reichheld’s expertise in customer loyalty and as creator of the Net Promoter Score system positions him as an essential asset to the Board, offering strategic guidance on enhancing agent satisfaction and fostering a growth-oriented, agent-centric culture. | |

  10. Director Nominees’ Biographical and Related Information

    Board Diversity While neither the Board nor the Corporate Governance Committee has a formal written policy regarding director diversity, each of the Board and the Corporate Governance Committee considers the diversity of backgrounds and experience of nominees when electing director nominees and in evaluating Board composition. We believe the Board represents a body of qualified individuals with diverse thoughts, perspectives, experience and backgrounds.

  11. Director Nominees’ Biographical and Related Information

    | Board Diversity Matrix (as of March 27, 2024) | | | | | | Board Size: | | | | | | Total Number of Directors | 6 | | | | | | Female | Male | Non-Binary | Did not Disclose Gender | | Gender: | | | | | | Directors | 2 | 4 | - | - | | Number of Directors who Identify in any of the Categories Below: | | | | | | African American or Black | - | - | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian (other than South Asian) | - | - | - | - | | South Asian | - | - | - | - | | Hispanic or Latinx | - | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White | 2 | 4 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | LGBTQ+ | 1 | - | - | - | | Did not Disclose | - | - | - | - |

  12. Non-Employee Director Compensation

    Non-Employee Director Compensation General Our non-employee director compensation program is intended to enhance our ability to attract, retain and motivate directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of the common stock. The Board of Directors reviews and approves director compensation. The Compensation Committee, in cooperation with the Nomination and Corporate Governance Committee, reviews and makes recommendations to the Board of Directors on director compensation. The Compensation Committee has the authority to engage a consulting firm to evaluate director compensation. Immediately prior to our 2023 Annual Meeting, the Board was comprised of Glenn Sanford, Eugene Frederick, Darren Jacklin, Jason Gesing, Randall Miles, Dan Cahir, Monica Weakley, and Peggie Pelosi. Pursuant to an action of the Board taken on March 30, 2023, Mr. Frederick was not nominated for re-election to the Board and the size of the Board reduced to seven members upon the expiration of his term on May 19, 2023. At our 2023 Annual Meeting, our stockholders appointed seven directors to our Board: Glenn Sanford, Darren Jacklin, Jason Gesing, Randall Miles, Dan Cahir, Monica Weakley, and Peggie Pelosi. On September 7, 2023, Mr. Jacklin resigned from the Board and Fred Reichheld was appointed by the Board to fill his vacancy as of such date. On January 10, 2024, Mr. Gesing resigned from the Board. On March 14, 2024, the Board unanimously voted to reduce the size of the Board to six members. During the year ended December 31, 2023, all directors except Messrs. Sanford and Gesing qualified as non-employee directors; Messrs. Sanford and Gesing did not receive compensation for their directorship activities, and Mr. Sanford’s compensation for his services as an employee is discussed under “Compensation Discussion and Analysis – Elements of Individual Executive Compensation”. While Ms. Weakley and Mr. Frederick are independent contractor real estate agents of eXp Realty, such persons are not employees of the Company or any of its subsidiaries. During the year ended December 31, 2023, Ms. Weakley and Mr. Frederick received compensation for their directorship activities in addition to their real estate agent commission and related income earned in their capacities as independent contractor real estate agents of eXp Realty, as described below. Independent Director Compensation Under our independent director compensation policy, independent directors receive standardized cash retainers and equity awards in lieu of individual compensatory arrangements. The Board believes that this policy provides for transparency and parity of compensation among independent directors. Pursuant to that policy, independent directors are eligible to receive $200,000 in annual cash compensation, paid monthly. Independent directors that assume leadership roles are eligible to receive additional annual cash compensation, paid monthly, as follows: $25,000 for the Vice Chairman; $50,000 for the Audit Committee Chairman; $25,000 for the Compensation Committee Chairman; $25,000 for the Nominating and Governance Committee Chairman; and $25,000 for the Sustainability Committee Chairman. When an independent director is first elected to the Board, he or she is granted a stock option award with a value of approximately $300,000, using the Black Scholes valuation methodology. The stock option vests monthly in equal installments over three years, subject to continued service. Additionally, each independent director is eligible to receive additional annual stock option grants beginning upon the commencement of his or her fourth year of directorship and each year thereafter, with each annual grant having a value of approximately $100,000 per year using the Black Scholes valuation methodology. The stock option vests monthly in equal installments over three years, subject to continued service. 2023 Compensation for Independent Directors For the year ended December 31, 2023, the following persons received the compensation set forth below for their directorship activities:

  13. Non-Employee Director Compensation

    | ● | Mr. Jacklin’s cash compensation was $133,341 and he was granted a stock option on July 31, 2023, scheduled to vest monthly in equal installments over three years, subject to continued service to the Company. Mr. Jacklin ceased serving as a member of our Board on September 7, 2023 and the unvested portion of the option award continued vesting as Mr. Jacklin agreed to provide non-director services to the Company; |

  14. Non-Employee Director Compensation

    | ● | Mr. Miles’s cash compensation was $275,000 and he was granted a stock option on July 31, 2023, which vests monthly in equal installments over three years, subject to continued service; |

  15. Non-Employee Director Compensation

    | ● | Mr. Cahir’s cash compensation was $200,012 and he was granted a stock option on November 29, 2023, which vests monthly in equal installments over three years, subject to continued service; |

  16. Non-Employee Director Compensation

    | ● | Ms. Pelosi’s cash compensation was $229,167 and she was granted a stock option award on January 26 2023, which vests monthly in equal installments over three years, subject to continued service; and |

  17. Non-Employee Director Compensation

    | ● | Mr. Reichheld’s cash compensation was $63,333 and he was granted a stock option on September 7, 2023, which vests monthly in equal installments over three years, subject to continued service. |

  18. Non-Employee Director Compensation

    2023 Compensation for Real Estate Agent Director Seat Under our rotating agent director compensation policy, our dedicated agent director position is eligible to receive $25,000 annual cash compensation for directorship services, paid monthly, and an annual stock option award having a value of $25,000 using the Black Scholes valuation methodology, which vests monthly in equal installments over one year, subject to continued service. During 2023, Ms. Weakley filled the dedicated agent director position. For the year ended December 31, 2023, Ms. Weakley received cash compensation of $25,000 for her directorship activities and she was granted a stock option award having a value of $25,027 on June 19, 2023, which vests monthly in equal installments over one year, subject to continued service. Additionally, for the year ended December 31, 2023, Ms. Weakley received the following compensation in her role as an independent contractor real estate agent of eXp Realty and not in connection with her directorship activities:

  19. Non-Employee Director Compensation

    | ● | stock awards valued at $2,770 under our Agent Growth Incentive Program; |

  20. Non-Employee Director Compensation

    | ● | cash payment of $130,606 under our revenue share program; |

  21. Non-Employee Director Compensation

    | ● | cash payment of $204,285 for earned real estate commission; |

  22. Non-Employee Director Compensation

    | ● | cash payment of $4,226 for her service as a real estate mentor in our mentorship program; and |

  23. Non-Employee Director Compensation

    | ● | income of $1,182 for her discount in connection with her participation in our Agent Equity Program. |

  24. Non-Employee Director Compensation

    2023 Compensation for Other Real Estate Agent Historically, the Board has compensated Mr. Frederick pursuant to an informal policy. Under this informal policy, Mr. Frederick was eligible to receive compensation equal to $24,000 per year, paid as cash compensation or as a stock award having an equal value, as determined in the discretion of the Board. For the year ended December 31, 2023, Mr. Frederick received $9,184 in stock awards for his directorship activities. Mr. Frederick did not receive any cash payments for his directorship activities for the year ended December 31, 2023. Additionally, for the year ended December 31, 2023, Mr. Frederick received the following compensation in his role as an independent contractor real estate agent of eXp Realty and not in connection with his directorship activities:

  25. Non-Employee Director Compensation

    | ● | stock awards valued at $5,624 under our Agent Growth Incentive Program; and |

  26. Non-Employee Director Compensation

    | ● | cash payment of $7,699,333 under our revenue share program. |

  27. Non-Employee Director Compensation

    Mr. Frederick’s board term expired on May 19, 2023. Fiscal 2023 Director Compensation Table The following table sets forth certain information regarding the 2023 compensation earned by or awarded to each non-employee director who served on our Board during 2023. Pursuant to SEC regulations, the table includes compensation earned in connection with a non-employee director’s services as an independent contractor real estate agent of eXp Realty. Mr. Sanford and Mr. Gesing did not receive compensation for their service as directors in 2023. Mr. Sanford’s compensation for his services as an employee is discussed under “Compensation Discussion and Analysis – Elements of Individual Executive Compensation” below.

  28. Non-Employee Director Compensation

    | | Fees | | | | | | | Earned or | | | | | | | Paid in | Option | Stock | All Other | | | Name* | Cash(1) | Awards(2) | Awards(3) | Compensation | Total | | Darren Jacklin (4) | $133,341 | $108,003 | $- | $- | $241,344 | | Gene Frederick (5) | $- | $- | $14,808(6) | $7,699,333(7) | $7,714,141 | | Randall Miles (8) | $275,000(9) | $108,003 | $- | $- | $383,003 | | Dan Cahir (10) | $200,012 | $100,096 | $- | $- | $300,108 | | Monica Weakley (11) | $25,000 | $25,027 | $2,770(12) | $340,299(13) | $393,096 | | Peggie Pelosi (14) | $229,167(15) | $327,539 | $- | $- | $556,706 | | Fred Reichheld (16) | $63,333 | $301,354 | $- | $- | $364,687 |

  29. Non-Employee Director Compensation

    | * Jason Gesing served as director and an executive officer, other than a named executive officer, of the Company during the year ended December 31, 2023. As noted above, he did not receive compensation for his services as a director. His compensation for his employment role as an executive is not disclosed in this table in accordance with SEC rules. |

  30. Non-Employee Director Compensation

    | (1) The dollar amounts shown represent all director fees earned in 2023 (excluding fees which may have been paid in 2023, but were earned in 2022, and including fees which may have been earned in 2023, but were paid in 2024). |

  31. Non-Employee Director Compensation

    | (2) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock option awards granted during 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), excluding estimated forfeitures. The assumptions used in the valuation of these stock options are consistent with the valuation methodologies specified in Note 9 - Stockholders’ Equity to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Awards were granted under the Company’s 2015 Equity Incentive Plan. |

  32. Non-Employee Director Compensation

    | (3) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted during 2023, computed in accordance with FASB ASC 718, excluding estimated forfeitures. The assumptions used in the valuation of these stock awards are consistent with the valuation methodologies specified in Note 9 - Stockholders’ Equity to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Awards were granted under the Company’s 2015 Equity Incentive Plan. |

  33. Non-Employee Director Compensation

    | (4) Mr. Jacklin ceased serving as a director on September 7, 2023. As of December 31, 2023, Mr. Jacklin held vested stock options covering 930 shares and did not hold any unvested stock awards. |

  34. Non-Employee Director Compensation

    | (5) Mr. Frederick ceased serving as a director on May 19, 2023. As of December 31, 2023, Mr. Frederick had unvested stock awards covering 935 shares. |

  35. Non-Employee Director Compensation

    | (6) Reflects the aggregate grant date fair value of stock awards computed in accordance with FASB ASC 718, excluding estimated forfeitures, as follows: $9,184 for stock awards granted to Mr. Frederick for his directorship activities, granted fully vested, and $5,624 for stock awards granted to Mr. Frederick under our Agent Growth Incentive Program in connection with his role as an independent contractor real estate agent of eXp Realty, vesting over three years, subject to continued service. |

  36. Non-Employee Director Compensation

    | (7) Reflects cash payments made to Mr. Frederick under our revenue share program in connection with his services as an independent contractor real estate agent of eXp Realty. |

  37. Non-Employee Director Compensation

    | (8) As of December 31, 2023, Mr. Miles held vested stock options covering 62,366 shares and did not hold any unvested stock awards. |

  38. Non-Employee Director Compensation

    | (9) Includes $200,000 paid to Mr. Miles for his general directorship activities, plus $25,000 for his directorship activities as Vice Chairman, plus $50,000 for his directorship activities as Audit Committee Chairman. |

  39. Non-Employee Director Compensation

    | (10) As of December 31, 2023, Mr. Cahir held vested stock options covering 158,241 shares and did not hold any unvested stock awards. |

  40. Non-Employee Director Compensation

    | (11) As of December 31, 2023, Ms. Weakley held vested stock options covering 4,571 shares and unvested stock awards covering 493 shares. |

  41. Non-Employee Director Compensation

    | (12) Reflects the aggregate grant date fair value of stock awards computed in accordance with FASB ASC 718, excluding estimated forfeitures, granted to Ms. Weakley under our Agent Growth Incentive Program in connection with her role as an independent contractor real estate agent of eXp Realty, vesting over three years, subject to continued service. |

  42. Non-Employee Director Compensation

    | (13) Reflects a cash payment of $130,606 under our revenue share program, a real estate commission of $204,285, a cash payment of $4,226 under our agent mentorship program, and $1,182 for Ms. Weakley’s discount under our Agent Equity Program, each in connection with her role as an independent contractor real estate agent of eXp Realty. |

  43. Non-Employee Director Compensation

    | (14) Ms. Pelosi was appointed as a director on January 26, 2023. As of December 31, 2023, Ms. Pelosi held vested stock options covering 10,197 shares and did not hold any unvested stock awards. |

  44. Non-Employee Director Compensation

    | (15) Includes $200,000 paid to Ms. Pelosi for her general directorship activities, plus $20,833 for her directorship activities as Sustainability Committee Chair and $8,333 for her directorship activities as Nominating & Corporate Governance Committee Chair (which amounts were prorated as Ms. Pelosi did not have these positions during the full calendar year). |

  45. Non-Employee Director Compensation

    | (16) Mr. Reichheld was appointed as a director on September 7, 2023. As of December 31, 2023, Mr. Reichheld held vested stock options covering 2,089 shares and did not hold any unvested stock awards. |

  46. Non-Employee Director Compensation

    We reimburse our independent directors for expenses incurred in connection with their directorship services, including attending Board and committee meetings, assisting with other Company business, such as meeting with potential officer and director candidates, as well as continuing director education. Under our revenue share program, real estate professionals affiliated with the Company (including Ms. Weakley and Mr. Frederick) are paid a portion of the Company’s commission for their contribution to Company growth, including transactions executed by the participant’s frontline qualifying active agents. Under the Agent Growth Incentive Program, agents and brokers of the Company (including Ms. Weakley and Mr. Frederick) receive restricted stock units (i) upon the agent’s or broker’s first completed transaction with the Company during an anniversary year, cliff-vesting after three years, subject to continued service; (ii) upon the first completed transaction with the Company by an agent or broker whom the awarded agent or broker most influenced to join, cliff-vesting after three years, subject to continued service of both the awarded agent or broker and the influenced agent or broker; (iii) upon the agent or broker achieving non-reduced “capped status” during an anniversary year, cliff-vesting after three years, subject to continued service; and (iv) upon the agent or broker achieving certain ICON award requirements during an anniversary year, cliff-vesting after three years or one year, subject to continued service, or vesting immediately, depending on the ICON award type. Mr. Frederick and Ms. Weakley are participants in the Company’s Revenue Share Plan and Agent Equity Incentive Program in their capacities as independent contractor real estate agents or brokers of the Company, and not in their roles as directors, and continue to receive those benefits similar to all other agents and brokers affiliated with the Company even after ceasing their directorship services so long as they maintain active real estate licenses and are not affiliated as an agent or broker with a competitive brokerage. During 2023, Mr. Gesing participated in the Revenue Share Plan in his capacity as an employee of the Company with a broker’s license, but not in his role as a director. Mr. Sanford would continue to receive revenue if his employment with the Company ceased (see “Compensation Discussion and Analysis - Cash Bonus” below).

  47. Executive Compensation Policies and Practices

    | What We Do | What We Don’t Do | | ✓ Multi-Year Vesting Awards. To align our NEO’s interests with those of our stockholders and to incentivize long-term retention, a substantial portion of NEO compensation is earned over multi-year periods in the form of equity awards. ✓ Annual Compensation Review and Risk Assessment. The compensation committee conducts an annual review and approval of our compensation strategy including a comparison against industry compensation practices and a risk assessment. ✓ “At Risk” Quarterly, Other and Revenue Sharing Bonuses. NEOs are eligible for discretionary quarterly bonuses, subject to achievement of predetermined business goals. ✓ Compensation Recoupment. In 2023, we approved a clawback policy, which requires that certain incentive compensation paid to any current or former executive officer, including our NEOs, will be subject to recoupment upon certain financial restatements. ✓ At-Will Employment. We employ our NEOs at-will; our NEOs do not have employment contracts with fixed terms or guaranteed pay. ✓ Annual “Say on Pay” Vote. We hold a “Say on Pay” vote annually. | × No Termination, Resignation, Retirement or Change in Control Payments. With two exceptions, we do not maintain agreements or offer letters that provide any payments to NEOs upon termination of employment, resignation, retirement or change in control. × No Dividend Payments on Unvested Stock Awards or Unexercised Stock Options. No cash dividend payments are paid on unvested stock awards or unexercised stock options. × No Unique Health or Welfare Benefits. Our NEOs participate in the same Company-sponsored health and welfare benefits programs as our other full-time, salaried employees. × No Pledging. We prohibit our executives, including our NEOs, from pledging Company securities. × No Repricing. We do not allow repricing of stock options without stockholder approval. × Prohibition on hedging, pledging, and short sales. We prohibit short sales, transactions in derivatives, hedging, and pledging of Company securities by our named executive officers. × No Tax Reimbursements on Severance or Change in Control Payments. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change in control payments or other related benefits |

  48. Executive Compensation Policies and Practices

    | ● | None of our named executive officers, except for Messrs. Pareja and Whiteside, received any salary or bonus increases during 2023, due to macro-economic pressures in the real estate industry and the Board’s prioritization of long-term equity compensation packages in order to drive stockholder value. |

  49. Executive Compensation Policies and Practices

    | ● | Due to the final vesting or forfeiture, as applicable, of Glenn Sanford’s equity package on July 31, 2023, the Compensation Committee conducted a review of Mr. Sanford’s compensation package alongside the real estate industry chief executive officer compensation trends reported in Proxy Survey of Executive Compensation in the Russell 2000 Index (May 2023). The Compensation Committee determined that Mr. Sanford should receive a long-term incentive compensation package in order to incentivize Mr. Sanford’s ongoing service, acknowledge his additional responsibilities, and to align his compensation with stockholder value and industry benchmarks. |

  50. Executive Compensation Policies and Practices

    | ● | The Compensation Committee conducted a review of all executive officer compensation alongside the real estate industry executive officer compensation trends reported in a leading industry survey and determined that (i) Mr. Whiteside, Mr. Cheng, Mr. Ansari, Mr. Bramble, and Mr. Pareja should receive long-term option awards for continued incentivization and continued alignment with stockholder values and industry benchmarks, and (ii) Mr. Pareja should receive a 25% salary increase to acknowledge his added responsibilities and align with industry benchmarks. |

  51. 2023 Components of Total Target Compensation(1)

    | (1) Reflects total target compensation of NEOs in the aggregate. Long-term equity awards reflect the aggregate grant date fair value of equity awards granted to the CEO and NEOs during 2023, computed in accordance with FASB ASC 718, excluding the impact of forfeitures. The grant date fair value for RSUs and stock options is measured based on the closing price of the Company’s common stock on the date of grant. Mr. Whiteside has been excluded from the NEOs due to his employment termination on December 1, 2023. |

  52. 2023 Components of Total Target Compensation(1)

    Base Salary Base salary represents the customary, fixed portion of NEO compensation intended to attract and retain talented individuals. Generally, we establish the initial base salaries of our NEOs through arm’s-length negotiation during hiring, which considers the officer’s relevant position, qualifications, experience, and the base salaries of our other executive officers. Our NEO base salaries are reviewed annually and adjusted as necessary or appropriate, taking into account the factors above and the Company’s performance, by the Compensation Committee and the Board. Our CEO, Mr. Sanford, voluntarily elected to reduce his salary by 50% during January and February 2023 after a review of initial financial statements. Mr. Sanford’s decision was taken in consideration of the reduction in earnings faced by many of our agents and staffing level adjustments, and in order to share in sacrifices being made across the Company. In May 2023, the Compensation Committee conducted an annual review of the compensation of Messrs. Whiteside, Cheng, Ansari and Bramble, among other executive officers, and determined that the salaries of Messrs. Cheng, Ansari and Bramble were in-line with industry trends based on a review of the most recent Proxy Survey of Compensation in the Russell 2000 Index (October 2021), appropriate for each person’s respective contributions to the Company, sufficient to incentivize each respective person, and appropriate in consideration of macro-economic industry pressures faced by the Company (including, but not limited to, real estate market contraction, historically high average interest rates, and industry antitrust litigation). As part of that review, the Compensation Committee determined that Mr. Whiteside required additional compensation incentive as his salary was below industry benchmarks set forth in the industry survey, and proposed a 25% increase to his base salary. The Board deemed the compensation changes recommended by the Compensation Committee to be in the best interest of the Company and its stockholders and approved a salary increase for Mr. Whiteside from $500,000 to $625,000. In June 2023, the Compensation Committee finalized its ongoing review of Mr. Pareja’s compensation and the most recent Proxy Survey of Compensation in the Russell 2000 Index (May 2023), considering Mr. Pareja’s added responsibilities in 2023 in light of staffing reductions and expanded strategic partnerships. After review and discussion, the Compensation Committee determined Mr. Pareja required additional compensation incentive as his salary was below industry benchmarks set forth in the industry survey, and proposed a 25% increase to his base salary. The Board deemed the compensation changes recommended by the Compensation Committee to be in the best interest of the Company and its stockholders and adopted a salary increase for Mr. Pareja from $400,000 to $500,000. While Messrs. Whiteside, Cheng, Ansari, Bramble, and Pareja are regular attendees of Board and Committee meetings, as necessary to provide management reports, each was dismissed and/or recused during discussions related to his own compensation. During 2023, the Compensation Committee (with Mr. Sanford dismissed and recused) undertook a multi-month review of Mr. Sanford’s compensation, considering CEO pay trends reported in the most recent Proxy Survey of Compensation in the Russell 2000 Index (May 2023), Mr. Sanford’s added responsibilities as CEO of eXp Realty, LLC, and company performance. The Compensation Committee (with Mr. Sanford dismissed and recused) discussed and determined (and the Board agreed by unanimous vote, with Mr. Sanford recused) that Mr. Sanford’s salary was in-line with industry trends, appropriate for Mr. Sanford’s contributions to the Company, sufficient to incentivize Mr. Sanford’s ongoing retention, and appropriate in consideration of macro-economic industry pressures faced by the Company (including, but not limited to, real estate market contraction, historically high average interest rates, and industry antitrust litigation). The year-end annualized base salaries of our NEOs for 2023 and 2022 were:

  53. 2023 Components of Total Target Compensation(1)

    Quarterly and Other Cash Bonuses Our NEOs, except for Mr. Sanford, are eligible to participate in the Company’s annual cash bonus program, described below. Mr. Sanford is eligible to receive quarterly revenue share cash bonuses in connection with his employment, as described below. Annual Cash Bonus Program: Our discretionary annual cash bonus program, paid quarterly, is an “at-risk” component of our NEO compensation program that is designed to motivate our NEOs’ to contribute to Company success. The aggregate annual bonus amount that each participating NEO could earn is negotiated in each NEO’s offer letter as a percentage of his or her base salary and may be adjusted upon determination by the Board from time-to-time. Annual bonuses are paid in equal quarterly installments, following review and approval by the Compensation Committee each quarter. In May 2023, the Compensation Committee conducted an annual review of the compensation of Messrs. Whiteside, Cheng, Ansari, and Bramble, among other executive officers. The Compensation Committee determined that the bonus opportunities for which Messrs. Cheng, Ansari and Bramble were in-line with industry trends based on a review of the most recent Proxy Survey of Compensation in the Russell 2000 Index (October 2021), appropriate for each person’s respective contributions to the Company, sufficient to incentivize each respective person, and appropriate in consideration of macro-economic industry pressures faced by the Company (including, but not limited to, real estate market contraction, historically high average interest rates, and industry antitrust litigation). However, the Compensation Committee determined that Mr. Whiteside required additional compensation incentive as his bonus was below industry benchmarks set forth in the industry survey and recommended that Mr. Whiteside’s bonus target be 100% of his salary (see “Compensation Discussion and Analysis – Elements of Individual Executive Compensation – Base Salary” for additional details about the salary increase), representing a 25% increase in his annual bonus target as a result of his 2023 salary increase. The Board deemed the compensation changes recommended by the Compensation Committee to be in the best interest of the Company and its stockholders and approved the bonus increase for Mr. Whiteside. In June 2023, the Compensation Committee conducted an annual review of the compensation of Mr. Pareja. Based on a review of the most recent Proxy Survey of Compensation in the Russell 2000 Index (October 2021), the Compensation Committee determined that Mr. Pareja required additional compensation incentive as his bonus was below industry benchmarks set forth in the industry survey and recommended that Mr. Pareja’s target bonus be 50% of his increased salary (see “Compensation Discussion and Analysis – Elements of Individual Executive Compensation – Base Salary” for additional details about the salary increase), representing a 25% increase in his annual bonus target as a result of his 2023 salary increase. The Board deemed the compensation changes recommended by the Compensation Committee to be in the best interest of the Company and its stockholders and approved the bonus increase for Mr. Pareja. Before July 29, 2023, when the Company no longer qualified as a “controlled company”, each NEO’s respective manager(s), as applicable, determined that such NEO satisfied the conditions to receive bonuses at 100% of target. After July 29, 2023, the Compensation Committee determined that each NEO satisfied the conditions to receive bonuses at 100% of target. The target bonus payment amounts for 2023 and actual bonus payment amounts earned in 2023 are set forth below:

  54. 2023 Components of Total Target Compensation(1)

    | | Target 2023 | | | | | Bonus Opportunity (as | | | | | a percentage of base | Target 2023 Bonus | | | Named Executive Officer | salary) | Opportunity | 2023 Bonus Payment(1) | | Jeff Whiteside | 100% | $468,750(2) | $468,750 | | Kent Cheng | 50% | $193,424 | $193,424 | | Shoeb Ansari | 50% | $250,000 | $250,000 | | James Bramble | 50% | $203,000 | $203,000 | | Leo Pareja | 50% | $225,000(3) | $225,000 |

  55. 2023 Components of Total Target Compensation(1)

    | (1) Excludes bonus payments made to named executive officers in 2023 which were earned in 2022, and includes bonus payments made to named executive officers in 2024 which were earned in 2023. |

  56. 2023 Components of Total Target Compensation(1)

    | Named Executive Officer | 2023 Bonus Payment(1) | | Glenn Sanford | $81,040(2) (3) |

  57. 2023 Components of Total Target Compensation(1)

    | (1) Excludes bonus payments made to Mr. Sanford in 2023 which were earned in 2022, and includes bonus payments made to Mr. Sanford in 2024 which were earned in 2023. |

  58. 2023 Components of Total Target Compensation(1)

    | (2) Mr. Sanford’s bonus opportunity is unlimited and is equal to the amount by which Mr. Sanford’s revenue share exceeds his salary in any calendar quarter, so long as in that quarter the Company is growing at a minimum of 30% annually, subject to Board discretion. |

  59. 2023 Components of Total Target Compensation(1)

    | (3) Represents the total revenue share cash bonus earned by Mr. Sanford attributable to 2023, with $14,029 attributable to the first quarter of 2023, $67,011 attributable to the second quarter of 2023, $0 attributable to the third quarter of 2023, and $0 attributable to the fourth quarter of 2023. For purposes of determining Mr. Sanford’s bonus attributable to the first quarter of 2023, the base salary used was Mr. Sanford’s reduced salary during that period. |

  60. 2023 Components of Total Target Compensation(1)

    Long-Term Incentive Compensation (Equity Awards) The Compensation Committee and our Board believes long-term equity compensation is in the best interests of the Company and our stockholders because it is an effective way to focus our NEOs on driving increased stockholder value over a multi-year period, provides a reward for appreciation in our stock price and long-term value creation, and motivates our NEOs to remain employed with us. General Equity Award Compensation: In 2023, the Board continued its practice of granting time-based stock options to our NEOs for the purpose of delivering long-term incentive compensation. As with their other elements of compensation, NEO long-term incentive compensation is determined by the Compensation Committee and recommended to our Board for approval, and the Board approves or rejects (with any interested director(s) recused), after taking into consideration the potential dilutive effects to our stockholders, the recommendations of our Compensation Committee and management, the outstanding equity holdings of each NEO, related stock-based compensation expense, and the long-term incentive compensation offered by peer companies and industry trends. The Board’s guidelines for executive officer option awards are intended to support internal consistency among our executive officers, including our NEOs, taking into account their positions and experience. According to those guidelines, executive officers, including NEOs, are eligible for initial stock option awards upon hire of up to $300,000 as determined by using the Black Scholes valuation methodology, with monthly or quarterly vesting, in equal installments, over a three-year period. All stock option grants are governed by and administered under the 2015 Equity Incentive Plan, as amended (see “Compensation Discussion and Analysis - 2015 Equity Incentive Plan” below for additional details). We make initial grants to executive officers, including NEOs, in order to attract highly talented individuals, compensate them for equity compensation opportunities forfeited at their prior employers, and to immediately focus them on driving increased stockholder value over a multi-year period. Initial NEO grants are typically made upon the date of hire. Pursuant to the guidelines for executive officer option awards, NEOs are eligible for additional annual stock option grants commencing after their initial stock options have fully vested. Such recurring, additional stock option grants may be in an amount of up to $100,000 per year as determined by using the Black Scholes valuation methodology, with monthly or quarterly vesting, in equal installments, over a three-year period. All annual stock option grants are governed by and administered under the 2015 Equity Incentive Plan, as amended (see “Compensation Discussion and Analysis - 2015 Equity Incentive Plan” below for additional details). We make annual grants to lessen the effects of the potential fluctuation in share price, to renew the incentive and retention power of long-term equity incentives as outstanding awards vest, and to allow us to review and, if in our best interests, recalibrate our long-term incentive program on an annual basis. Additionally, off-cycle stock option awards may be granted to NEOs from time-to-time, upon approval of the Board, when deemed appropriate and necessary to retain and incentivize the NEO and to acknowledge his or her significant and unique contributions to Company growth. Glenn Sanford Award Compensation:

  61. 2023 Components of Total Target Compensation(1)

    | ● | Effective July 31, 2020, the Board granted Mr. Sanford a stock option award in order to strongly link his compensation to year-over-year Company revenue growth. The award was granted to Mr. Sanford in order to promote retention and, because the value delivered through a stock option award is contingent on Company stock price, in order to drive and grow our business over the long-term and to reward Mr. Sanford for delivering financial, operational and strategic results. The award covered 1,000,000 shares that vested monthly in equal installments over three years through July 2023, subject to continued service. The award also covered 1,000,000 shares that were eligible to vest quarterly in equal installments over three years through July 2023, subject to (i) continued service and (ii) Company revenue growth of at least 30% (measured from the beginning of the year of vesting through the end of the quarter of vesting). The last tranche of the time-based portion of the award vested in July 2023. With respect to the performance-based portion of the award scheduled to vest in 2023, no portion of the award vested because the Company did not achieve at least 30% revenue growth for the year through the relevant date of vesting, as shown below: |

  62. 2023 Components of Total Target Compensation(1)

    | ● | Because the vesting period of the 2020 stock option award expired, including forfeiture of the portion of the award that did not meet Company growth targets during the vesting period, in July 2023, the Compensation Committee (with Mr. Sanford dismissed and recused) undertook a multi-month review of Mr. Sanford’s compensation package alongside the real estate industry chief executive officer compensation trends reported in the Proxy Survey of Compensation in the Russell 2000 Index (May 2023). The Compensation Committee also considered Mr. Sanford’s additional responsibilities as CEO of eXp Realty, LLC, the need to incentivize Mr. Sanford’s ongoing service, and the goal to align his compensation in a way that drives stockholder value and outperformance of certain peer companies. The Compensation Committee (with Mr. Sanford dismissed and recused) determined and recommended to the Board, and the Board agreed by unanimous vote (with Mr. Sanford dismissed and recused), that a new long-term incentive equity award would appropriately incentivize Mr. Sanford, align with industry trends, and be in the stockholder’s best interest. |

  63. 2023 Components of Total Target Compensation(1)

    | ● | As such, Mr. Sanford received a stock option award on September 28, 2023 covering 335,000 shares, vesting as follows: |

  64. 2023 Components of Total Target Compensation(1)

    | o | Time-Based: 167,500 shares for which vesting is based on continued service, vesting in equal quarterly installments over a three-year period beginning on the grant date; |

  65. 2023 Components of Total Target Compensation(1)

    | ● | Mr. Sanford also received a stock award of 170,000 restricted stock units, vesting in equal quarterly installments over a one-year period beginning on the grant date, subject to continued service. |

  66. 2023 Components of Total Target Compensation(1)

    2023 NEO Award Compensation: In May 2023, the Compensation Committee conducted an annual review of the compensation of Messrs. Whiteside, Cheng, Ansari, Bramble, and Pareja, among other executive officers. The Compensation Committee acknowledged that each NEO’s existing long-term equity award compensation had been significantly devalued or devalued completely, primarily due to macro-economic factors and industry antitrust litigation. The Compensation Committee acknowledged and discussed that each NEO was critical for the Company’s long-term success and that additional long-term equity incentives were required in order to continue to maintain the services of the NEOs and to continue to focus their efforts on driving increased stockholder value. The Compensation Committee considered each NEO’s total mix of compensation and alignment with industry benchmarks and recommended to the Board, and the Board subsequently adopted by unanimous consent, the following stock option awards, each vesting in equal quarterly installments over four years, subject to continued service:

  67. 2023 Components of Total Target Compensation(1)

    The below table depicts those equity awards that the Compensation Committee determined and recommended our Board approve, and the Board approved (with Mr. Sanford recused as to his own equity award discussion, determination, and approval), to our NEOs during the year ended December 31, 2023:

  68. 2023 Components of Total Target Compensation(1)

    | | RSUs | Stock Option Awards | | Named Executive Officer | (number of shares) | (number of shares) | | Glenn Sanford | 170,000 | 335,000 | | Jeff Whiteside | - | 250,000 | | Kent Cheng | - | 100,000 | | Shoeb Ansari | - | 200,000 | | James Bramble | - | 150,000 | | Leo Pareja | | 100,000 |

  69. Special and Other Benefits

    Special and Other Benefits In general, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. No NEOs received material perquisites or other personal benefits during 2023 that were not provided to our employees generally. 2021 Stock Split On January 15, 2021, the Company’s Board of Directors approved a two-for-one stock split in the form of a stock dividend to stockholders of record as of January 29, 2021 (the “Stock Split”). The Stock Split was effected on February 12, 2021. All shares, RSUs, stock options, and per share information reported in this Proxy Statement have been retroactively adjusted to reflect the Stock Split.

  70. Executive Employment Terms

    | ● | Mr. Sanford: Mr. Sanford is the founder of the Company, and currently the CEO of the Company and eXp Realty, and no formal offer letter or engagement letter was entered into between Mr. Sanford and the Company. Mr. Sanford’s current annual base salary is $1,575,000. Subject to the Board’s discretion, Mr. Sanford is eligible to receive certain cash bonus compensation and long-term incentive awards (see “Compensation Discussion and Analysis – Quarterly and Other Cash Bonuses – Cash Bonus” and “Compensation Discussion and Analysis – Long-Term Incentive Compensation (Equity Awards) – Glenn Sanford Award Compensation” for additional details). |

  71. Executive Employment Terms

    | ● | Mr. Whiteside: Mr. Whiteside’s employment with the Company terminated effective December 1, 2023 (see “Compensation Tables Potential Payments upon Termination or Change in Control” for additional details). |

  72. Executive Employment Terms

    | “Compensation Discussion and Analysis – Quarterly and Other Cash Bonuses – Annual Cash Bonus” for additional details) and has also received long-term incentive awards (see “Compensation Discussion and Analysis – Long-Term Incentive Compensation (Equity Awards) – 2023 NEO Award Compensation” for additional details). |

  73. Resignation, Retirement, Other Termination, or Change in Control Arrangements

    Resignation, Retirement, Other Termination, or Change in Control Arrangements Certain NEOs have been granted post-employment compensation benefits, including severance and change of control arrangements. In the event of employment termination:

  74. Resignation, Retirement, Other Termination, or Change in Control Arrangements

    | ● | Mr. Sanford’s revenue share would continue even after ceasing to be an employee of the Company; |

  75. Resignation, Retirement, Other Termination, or Change in Control Arrangements

    | ● | Per his offer letter, Mr. Bramble is eligible to receive a severance payment of up to four months’ of base salary in the event Mr. Bramble’s employment is terminated by the Company without cause; and |

  76. Resignation, Retirement, Other Termination, or Change in Control Arrangements

    | ● | Per his offer letter, Mr. Ansari was eligible to receive a severance payment of up to four months’ of base salary in the event Mr. Ansari’s employment was terminated by the Company without cause (12 months if such termination was in connection with a sale of the Company resulting in the Company no longer being publicly listed). |

  77. Resignation, Retirement, Other Termination, or Change in Control Arrangements

    Additionally, any option awards granted to employees, including NEOs, may be exercised: (i) for 90 days after his or her termination of employment, (ii) for 12 months after his or her death (if such death occurred during such person’s employment or if such death occurred during the 90 days after termination), and (iii) for 6 months after certain events of disability (if such death occurred during such person’s employment), but in each case only to the extent such option(s) would have been exercisable by such person on the date of termination, death or disability. Pursuant to the terms of the Company’s 2015 Equity Incentive Plan, the Board may, but is not obligated to, accelerate, vest, cancel for fair value, or issue substitute awards for any option awards upon a change of control. There are no other arrangements for resignation, retirement, termination, or change in control arrangements (including, without limitation, severance, non-401(k)-retirement or pension benefits) with any NEOs in their capacity as such.

  78. Taxation of “Parachute” Payments and Deferred Compensation

    Taxation of “Parachute” Payments and Deferred Compensation We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests in our Company, and certain other service providers, may be subject to an excise tax if they receive payments or benefits in connection with a change in control of our Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code.

  79. Summary Compensation Table

    Summary Compensation Table

  80. Summary Compensation Table

    | | | | | Stock | Option | All Other | | | Name and Principal | | Salary | Bonus | Awards(1) | Awards(2) | Compensation | Total | | Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Glenn Sanford | 2023 | 1,506,251 | 81,040 | 2,779,500 | 3,424,288 | 137(3) | 7,791,216 | | Chief Executive Officer (EXPI and eXp | 2022(4) | 1,505,769 | 205,248 | - | - | 502 | 1,711,519 | | Realty) and Chairman of the Board | 2021(4) | 1,528,365 | 398,644 | - | - | 189 | 1,927,198 | | Jeff Whiteside | 2023(5) | 576,923(6) | 468,750 | - | 2,221,094 | 2,854(7) | 3,269,621 | | Chief Financial Officer and | 2022(4) | 566,731 | 575,000 | - | - | 3,435 | 1,145,166 | | Chief Collaboration Officer | 2021(4) | 501,923 | 500,000 | - | 1,621,749 | 8,343 | 2,632,015 | | Kent Cheng | 2023(8) | 386,851 | 193,424 | - | 888,437 | 10,403(9) | 1,479,115 | | Chief Accounting Officer and | | | | | | | | | Principal Financial Officer | | | | | | | | | Shoeb Ansari | 2023(10) | 500,000 | 250,000 | - | 1,776,875 | 10,213(11) | 2,537,088 | | Chief Information Officer | 2022(12) | 384,615 | 193,750(13) | - | 4,600,196 | 14,189 | 5,192,750 | | James Bramble | 2023 | 406,000 | 203,000 | - | 1,332,656 | 11,973(14) | 1,953,629 | | Chief Legal Counsel, General Counsel | | | | | | | | | and Corporate Secretary | | | | | | | | | Leo Pareja | 2023 | 451,923(15) | 225,000 | - | 888,437 | 10,184(16) | 1,575,544 | | Chief Strategy Officer, eXp Realty | | | | | | | |

  81. Summary Compensation Table

    | (1) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted to NEOs during 2023, computed in accordance with FASB ASC 718, excluding the impact of forfeitures. The grant date fair value for RSUs is measured based on the closing price of the Company’s common stock on the date of grant. The assumptions used in the valuation of the stock awards are consistent with the valuation methodologies specified in Note 9 - Stockholders’ Equity to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Stock award vesting for the person listed is contingent on continued service. |

  82. Summary Compensation Table

    | (2) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock option awards granted to NEOs during the covered year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, excluding the impact of forfeitures. The grant date fair value for stock option awards is measured based on the closing price of the Company’s common stock on the date of grant. The assumptions used in the valuation of the stock options granted in 2023 are consistent with the valuation methodologies specified in Note 9 - Stockholders’ Equity to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Option award vesting is contingent on continued service and achievement of certain performance measures described herein, as applicable (see “Compensation Discussion and Analysis – Long-Term Incentive Compensation (Equity Awards)” for additional details). |

  83. Summary Compensation Table

    | (3) Consists of $137 in life insurance premiums paid by the Company on behalf of Mr. Sanford. |

  84. Summary Compensation Table

    | (4) Due to an administrative error, the “Salary” presented for Mr. Sanford and Mr. Whiteside was overstated in 2022, by approximately $62,981 and $9,615, respectively, and in 2021 understated by approximately $28,365 and $1,923, respectively. The adjusted values are reflected in this Summary Compensation Table. In 2023, as described in the “Compensation Discussion and Analysis”, Mr. Sanford voluntarily elected to reduce his base salary by 50% for January and February 2023. |

  85. Summary Compensation Table

    | (5) Mr. Whiteside’s employment ceased on December 1, 2023. |

  86. Summary Compensation Table

    | (6) Reflects Mr. Whiteside’s mid-year salary increase in May 2023. |

  87. Summary Compensation Table

    | (7) Consists of $137 in life insurance premiums paid by the Company and $2,717 in Company 401(k) contributions on behalf of Mr. Whiteside. |

  88. Summary Compensation Table

    | (8) Mr. Cheng assumed the role of Principal Financial Officer on December 1, 2023. |

  89. Summary Compensation Table

    | (9) Consists of $137 in life insurance premiums paid by the Company and $10,266 in Company 401(k) contributions on behalf of Mr. Cheng. |

  90. Summary Compensation Table

    | (10) Mr. Ansari’s employment ceased on March 20, 2024. |

  91. Summary Compensation Table

    | (11) Consists of $137 in life insurance premiums paid by the Company, $760 in employer-paid health savings account contributions, and $9,316 in Company 401(k) contributions on behalf of Mr. Ansari. |

  92. Summary Compensation Table

    | (12) Mr. Ansari’s employment with the Company commenced on March 21, 2022. |

  93. Summary Compensation Table

    | (13) Mr. Ansari received a $6,250 bonus payment during 2023 but not paid due to an inadvertent administrative error. Due to the administrative error, the previously reported amount was $187,500 for Mr. Ansari in 2022. |

  94. Summary Compensation Table

    | (14) Consists of $137 in life insurance premiums paid by the Company, $1,080 in employer-paid health savings account contributions, and $10,756 in Company 401(k) contributions on behalf of Mr. Bramble. |

  95. Summary Compensation Table

    | (15) Reflects Mr. Pareja’s mid-year salary increase in May 2023. |

  96. Summary Compensation Table

    | (16) Consists of $137 in life insurance premiums paid by the Company and $10,047 in Company 401(k) contributions on behalf of Mr. Pareja. |

  97. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information with respect to grants of plan-based awards to the named executive officers for the year ended December 31, 2023:

  98. 2023 Grants of Plan-Based Awards

    | | | Estimated future payouts under equity incentive plan awards(1) | | | All Other | All Other | | | | | | | | | Stock | Option | Exercise | | | | | | | | Awards: | Awards: | Price or | Grant Date | | | | | | | Number of | Number of | Base Price | Fair Value of | | | | | | | Shares of | Securities | of Option | Stock and | | | | | | | Stock or | Underlying | Awards | Option | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Units(2) | Options (#)(2) | ($/Sh) (3) | Awards ($)(3) | | Glenn Sanford | September 28, 2023 | - | - | - | 170,000 | 149,152 | 16.35 | 4,306,171 | | | September 28, 2023 | - | - | 167,500 | - | - | 16.35 | 1,714,475 | | | September 28, 2023 | - | - | - | - | 18,348 | 17.99 | 183,143 | | Jeff Whiteside | May 19, 2023 | - | - | - | - | 250,000 | 14.46 | 2,221,093 | | Kent Cheng | May 19, 2023 | - | - | - | - | 100,000 | 14.46 | 888,437 | | Shoeb Ansari | May 19, 2023 | - | - | - | - | 200,000 | 14.46 | 1,776,875 | | James Bramble | May 19, 2023 | - | - | - | - | 150,000 | 14.46 | 1,332,656 | | Leo Pareja | May 19, 2023 | - | - | - | - | 100,000 | 14.46 | 888,437 |

  99. 2023 Grants of Plan-Based Awards

    | (1) Amounts in this column reflects the maximum payout opportunity of the performance-based option award granted to Mr. Sanford, 1/3 of which will vest on the first anniversary of the grant date, and the remainder will vest in 12 equal installments on a quarterly basis, subject to continued service, provided, in each case, that certain relative TSR goals are achieved. See “Compensation Discussion and Analysis” above for additional information. |

  100. 2023 Grants of Plan-Based Awards

    | (2) See “Compensation Discussion and Analysis” for a discussion of 2023 equity awards. All equity awards were made under the 2015 Equity Incentive Plan. |

  101. 2023 Grants of Plan-Based Awards

    | (3) In accordance with SEC rules, the amounts shown for option awards reflect the aggregate grant date fair value of stock option awards granted to NEOs during 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, excluding the impact of estimated forfeitures. The grant date fair value for stock option awards is measured based on the closing price of the Company’s common stock on the date of grant. The amounts shown for restricted stock awards reflect the aggregate grant date fair value of restricted stock awards granted to our NEOs in fiscal 2023, as computed in accordance with FASB 718, excluding the impact of estimated forfeitures. The assumptions used in the valuation of the restricted stock and stock options are consistent with the valuation methodologies specified in Note 9 – Stockholders’ Equity to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  102. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table provides information regarding the equity awards outstanding as of December 31, 2023 held by each of our named executive officers:

  103. Outstanding Equity Awards as of December 31, 2023

    | | Option Awards | | | | | Stock Awards | | | | | | Equity Incentive | | | | | | | | | Plan Awards: | | | | Market | | | Number of | Number of | Number of | | | Number of | Value of | | | Securities | Securities | Securities | | | Shares or | Shares or | | | Underlying | Underlying | Underlying | | | Units of | Units of | | | Unexercised | Unexercised | Unexercised | Option | Option | Stock that | Stock that | | | Options (#) | Options (#) | Unearned | Exercise | Expiration | have not | have not | | Name | Exercisable | Unexercisable | Options (#) | Price ($) | Date | Vested (#) | Vested ($) | | Glenn Sanford | - | - | - | - | - | 127,500(1) | 1,978,800 | | | 40,256(2) | - | - | 10.93 | 7/31/2025 | - | - | | | 959,744(2) | - | - | 9.94 | 7/31/2030 | - | - | | | 750,000(3) | - | | 9.94 | 7/31/2030 | - | - | | | 13,958(4) | 135,194(4) | | 16.35 | 9/28/2033 | - | - | | | - | 18,348(4) | | 17.99 | 9/28/2028 | - | - | | | - | - | 167,500(5) | 16.35 | 9/28/2033 | - | - | | Jeff Whiteside | 200,000(6)(7) | - | - | 20.77 | 3/1/2024 | - | - | | | 31,250(7)(8) | - | - | 14.46 | 3/1/2024 | - | - | | Kent Cheng | 12,500(9) | 6,250(9) | - | 4.13 | 3/29/2030 | - | - | | | 12,500(8) | 87,500(8) | - | 14.46 | 5/19/2033 | - | - | | Shoeb Ansari | 131,250(10)(11) | 168,750(10) | - | 24.56 | 3/21/2032 | - | - | | | 25,000(8)(11) | 175,000(8) | - | 14.46 | 5/19/2033 | - | - | | James Bramble | 63,000(12) | - | - | 5.32 | 3/17/2029 | - | - | | | 15,000(13) | 5,000(13) | - | 29.50 | 10/9/2030 | - | - | | | 18,750(8) | 131,250(8) | - | 14.46 | 5/19/2033 | - | - | | Leo Pareja | 37,500(14) | 62,500(14) | - | 13.85 | 5/23/2032 | - | - | | | 12,500(8) | 87,500(8) | - | 14.46 | 5/19/2033 | - | - |

  104. Outstanding Equity Awards as of December 31, 2023

    *Market value is calculated based on the closing price of our common stock on The Nasdaq Global Select Market on December 29, 2023 (the last trading day of our fiscal year), which was $15.52.

  105. Outstanding Equity Awards as of December 31, 2023

    | (1) Stock award was granted on September 28, 2023 and vests in equal quarterly installments over one year following the grant date. |

  106. Outstanding Equity Awards as of December 31, 2023

    | (2) Option award was granted July 31, 2020 and is fully vested. |

  107. Outstanding Equity Awards as of December 31, 2023

    | (3) Option award was granted on July 31, 2020 and partially vested based on continued service and based on revenues – see “Compensation Discussion and Analysis – Long-Term Incentive Compensation (Equity Awards) – Glenn Sanford Award Compensation” for additional details. |

  108. Outstanding Equity Awards as of December 31, 2023

    | (4) Option award was granted on September 28, 2023 and vests in equal quarterly installments over three years following the grant date. |

  109. Outstanding Equity Awards as of December 31, 2023

    | (5) Option award was granted September 28, 2023. 55,833 options vest on the one-year anniversary of the grant date and 111,667 vest in equal quarterly installments over a two year period beginning on the one-year anniversary of the grant date, based on continued service and Company stock performance rules. See “Compensation Discussion and Analysis – Long-Term Incentive Compensation (Equity Awards) – Glenn Sanford Award Compensation” for additional details. |

  110. Outstanding Equity Awards as of December 31, 2023

    | (6) Option award was granted November 1, 2020 and is fully vested. |

  111. Outstanding Equity Awards as of December 31, 2023

    | (7) Mr. Whiteside’s employment ceased on December 1, 2023 and the option award terminated on February 29, 2024, unless earlier exercised. |

  112. Outstanding Equity Awards as of December 31, 2023

    | (8) Option award was granted May 19, 2023 and vests in equal quarterly installments over four years following the grant date. |

  113. Outstanding Equity Awards as of December 31, 2023

    | (9) Option award was granted March 29, 2020 and vests in equal quarterly installments over four years following the grant date. |

  114. Outstanding Equity Awards as of December 31, 2023

    | (10) Option award was granted March 21, 2022 and vests in equal quarterly installments over four years following the grant date. |

  115. Outstanding Equity Awards as of December 31, 2023

    | (11) Mr. Ansari’s employment ceased on March 20, 2024 and the option award will terminate on June 20, 2024, unless earlier exercised. |

  116. Outstanding Equity Awards as of December 31, 2023

    | (12) Option award was granted March 18, 2019 and vests in equal quarterly installments over four years following the grant date. |

  117. Outstanding Equity Awards as of December 31, 2023

    | (13) Option award was granted October 9, 2020 and vests in equal quarterly installments over four years following the grant date. |

  118. Outstanding Equity Awards as of December 31, 2023

    | (14) Option award was granted May 23, 2022 and vests in equal quarterly installments over four years following the grant date. |

  119. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides information with respect to the Company stock options exercised by and Company RSU awards vested to the named executive officers for the year ended December 31, 2023:

  120. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized on | Number of Shares | Value Realized | | | Acquired on Exercise | Exercise(1) | Acquired on Vesting | on Vesting(2) | | Name | (#) | ($) | (#) | ($) | | Glenn Sanford | - | - | 42,500 | 670,225 | | Jeff Whiteside | 340,000 | 6,142,449 | - | - | | Kent Cheng | 32,008 | 625,937 | - | - | | Shoeb Ansari | - | - | - | - | | James Bramble | 68,000 | 921,526 | - | - | | Leo Pareja | - | - | - | - |

  121. 2023 Option Exercises and Stock Vested

    | (1) The value realized on exercise is pre-tax and represents the difference between the market price of the shares of the Company’s common stock underlying the options when exercised and the applicable exercise price. |

  122. 2023 Option Exercises and Stock Vested

    | (2) The value realized on vesting is pre-tax and represents the market price of the shares of the Company’s common stock underlying the vested stock awards. |

  123. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Pursuant to the terms of his offer letter with the Company, Mr. Bramble is eligible to receive a payment of up to four months of base salary, less applicable withholding, in the event Mr. Bramble is terminated by the Company without cause, which term is undefined. Mr. Bramble’s receipt of severance is subject to his execution of a general release in the form prescribed by the Company. Such severance payment would be equal to $135,333, less applicable withholding (as of December 31, 2023). Consistent with past practice, such severance would be paid lump-sum, contingent on the effectiveness of a release of claims in favor of the Company. Pursuant to the terms of his offer letter with the Company, Mr. Ansari was eligible to receive a payment (i) equal to four months’ of base pay in the event Mr. Ansari’s employment was terminated by the Company without cause, or (i) equal to one year of base pay in the event Mr. Ansari’s employment was terminated by the Company without cause in connection with a sale of the Company resulting in the Company no longer being publicly listed. Such severance payment would be equal to $166,666.67 or $500,000, less applicable withholding (as of December 31, 2023), for each such termination event, respectively. Consistent with past practice, such severance would have been paid lump-sum, contingent on the effectiveness of a release of claims in favor of the Company. Pursuant to the terms of his offer letter with the Company, Mr. Whiteside was not eligible to receive a payment connection with his termination of employment. Under our 2015 Equity Incentive Plan, as amended, if we experience a change in control transaction, the Board may, but is not obligated to: accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award; cancel awards for fair value (as determined by the Board); provide for the assumption of awards or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected award previously granted hereunder as determined by the Board; or provide advance notice of such change in control transaction to holders of options, after which any options not exercised prior to such change in control may be cancelled. Our 2015 Equity Incentive Plan defines a “change in control” as “(i) the dissolution or liquidation of the Company, (ii) a reorganization, merger or consolidation as a result of which the Company is not the surviving entity or as a result of which the outstanding shares of Stock are changed into or exchanged for cash, property or securities not of the Company’s issue, except for a merger or consolidation with a wholly-owned subsidiary of the Company or a transaction effected primarily to change the state of the Company’s incorporation, or (iii) a sale or other transfer in one or a series of transactions of all or substantially all of the assets of the Company, or of more than eighty percent (80%) of the voting stock of the Company then outstanding, to any person or entity or to persons or entities which are affiliated or acting in concert with respect to such sale or transfer.”

  124. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, the Company is providing the following reasonable estimate of the ratio of the median of the annual total compensation of all of our employees except Mr. Sanford, our CEO, to the annual total compensation of Mr. Sanford, calculated in a manner consistent with Item 402(u). For the year ended December 31, 2023:

  125. CEO Pay Ratio

    | ● | The median of the annual total compensation of all of our employees, including our consolidated subsidiaries, but excluding our CEO, was $61,152. |

  126. CEO Pay Ratio

    | ● | The annual total compensation of our CEO was $7,791,216. |

  127. CEO Pay Ratio

    | ● | For fiscal year 2023, the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 127 to 1. |

  128. CEO Pay Ratio

    The following is our methodology used to identify our median employee for fiscal year 2023:

  129. CEO Pay Ratio

    | ● | December 31, 2023 was the date used to determine our employee population which includes full-time, part-time and temporary employees. As of that date, our employee population was 1,932 and consisted of individuals working at our parent company and our subsidiaries in the United States, including Puerto Rico, and Canada (308 employees), but excluding the Company’s employee population located in France (6 employees), Germany (2 employees), India (71 employees), Portugal (9 employees), the United Kingdom (17 employees), and Mexico (15 employees). SEC rules allow foreign employees to be excluded in a country if those employees account for 5% or less of the total employees (“de-minimis exclusion”). We did not include independent contractors or persons providing services to the Company in foreign jurisdictions through non-employment structures (such as, for example, professional employer organizations), as permitted by SEC rules. |

  130. CEO Pay Ratio

    | ● | To determine the median employee of our employee population (other than Mr. Sanford), we used a consistently applied compensation measure comparing the cash compensation (total annual compensation and bonuses) paid in 2023 as reflected in our payroll records as of December 31, 2023, plus all stock compensation vested in 2023. To determine the median employee of our employee population, we do not realize the stock compensation value as a portion of employee compensation until it has vested. Additionally, we have annualized the total compensation for all permanent employees (full-time and part-time) that were employed by the Company (or one of its subsidiaries) for less than the full fiscal year. |

  131. CEO Pay Ratio

    | ● | Using the employee (other than Mr. Sanford) compensation paid in 2023, we identified a median employee. The median employee identified is a full-time employee, paid hourly. The median employee identified accurately represents a median employee as the Company employs many hourly full-time employees, the median employee’s position is a common employee position, and the median employee earns compensation representative of our median employee compensation. |

  132. CEO Pay Ratio

    | ● | Compensation paid to CAD employees was converted to USD based on the conversion rate in effect at the close of business on December 31, 2023. |

  133. CEO Pay Ratio

    Once we determined our median compensated employee using these measures, we calculated the employee’s 2023 annual total compensation using the same methodology that is used to calculate our CEO’s annual total compensation in the table entitled “Summary Compensation Table.” The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u), and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. v

  134. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing certain information, including information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement. Any differences in total values are due to rounding.

  135. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based On: | | | | | | | | Average | | | | | | | | | | Summary | Average | | | | | | | Summary | | Compensation | Compensation | | Peer Group | | | | | Compensation | Compensation | Table Total for | Actually Paid | Total | Total | | Annual Total | | | Table Total for | Actually Paid | Non-PEO | to Non-PEO | Stockholder | Stockholder | Net Income | Stockholder | | Fiscal Year | PEO(1) | to PEO(2) | NEOs(3) | NEOs(4) | Return(5) | Return(6) | (millions)(7) | Return (8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $7,791,216 | $15,260,065 | $2,162,999 | $1,986,753 | $280 | $220 | $(9.0) | 46% | | 2022(9) | $1,711,519 | $(11,472,649) | $2,056,390 | $(913,162) | $198 | $136 | $15.4 | (72)% | | 2021(9) | $1,927,198 | $13,835,135 | $1,249,992 | $2,443,631 | $596 | $192 | $81.2 | 97% | | 2020 | $15,959,261 | $53,556,375 | $1,701,933 | $7,078,010 | $557 | $128 | $31.0 | 381% |

  136. Pay Versus Performance

    | (1) This column represents the amount of total compensation reported for Mr. Sanford (our Chairman and Chief Executive Officer of the Company and eXp Realty) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable year. |

  137. Pay Versus Performance

    | (2) This column represents the amount of “compensation actually paid” to Mr. Sanford, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Sanford during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sanford’s total compensation for fiscal year 2023, 2022, and 2021 to determine the “compensation actually paid” in each applicable year: |

  138. Pay Versus Performance

    | | | Reported Summary | | | | | Reported Summary | Compensation Table | | | | | Compensation Table | Value of PEO Equity | Adjusted Value of | Compensation | | Fiscal Year | Total for PEO(a) | Awards(b) | Equity Awards(c) | Actually Paid to PEO | | 2023 | $7,791,216 | $6,203,788 | $13,672,637 | $15,260,065 |

  139. Pay Versus Performance

    | (a) This column represents the amount of total compensation reported for Mr. Sanford for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement. |

  140. Pay Versus Performance

    | (b) This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the corresponding fiscal year. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column is replaced with the corresponding amount reported under the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for the applicable fiscal year. |

  141. Pay Versus Performance

    | (c) This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Sanford to arrive at “compensation actually paid” to Mr. Sanford for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the fiscal year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The amounts added or subtracted to determine the adjusted amount are as follows: |

  142. Pay Versus Performance

    | | | | | | | Value of | | | | | | | | | Dividends or | | | | | | | | Fair Value | other | | | | | | | | at the End | Earnings Paid | | | | | Fiscal Year | | | of the | on Stock or | | | | | over Fiscal | | | Prior | Option | | | | Fiscal Year | Year Change | | | Fiscal | Awards not | | | | End Fair | in Fair Value | | | Year of | Otherwise | | | | Value of | of | | Change in | Equity | Reflected in | | | | Outstanding | Outstanding | | Fair Value of | Awards | Fair Value or | | | | and | and | Fair Value as | Equity | that Failed | Total | | | | Unvested | Unvested | of Vesting | Awards | to Meet | Compensation | | | | Equity | Equity | Date of Equity | Granted in | Vesting | in the | | | | Awards | Awards at | Awards | Prior Fiscal | Conditions | Summary | Adjusted | | | Granted in | FYE Granted | Granted and | Years that | in the | Compensation | Value of | | | the Fiscal | in Prior | Vested in the | Vested in the | Fiscal | Table for the | Equity | | Fiscal Year | Year | Fiscal Years | Fiscal Year | Fiscal Year | Year | Fiscal Year | Awards | | 2023 | $5,248,999 | $- | $801,786 | $915,323 | $(1,229,995) | $7,936,524 | $13,672,637 |

  143. Pay Versus Performance

    The fair value or change in fair value, as applicable, of stock awards and option awards was determined by reference to, for RSU awards, the closing price of our common stock on the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date.

  144. Pay Versus Performance

    | (3) This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Sanford) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable year. The names of each of the NEOs (excluding Mr. Sanford) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for 2023, Jeff Whiteside, Kent Cheng, Shoeb Ansari, James Bramble, and Leo Pareja; (ii) for 2022, Jeff Whiteside, Shoeb Ansari, Jason Gesing, and Michael Valdes; (iii) for 2021, Jeff Whiteside, Jason Gesing, Courtney Keating (Chakarun), and Michael Valdes; and (iv) for 2020, Jeff Whiteside, Stacey Onnen, Michael Valdes, and Courtney Keating (Chakarun). |

  145. Pay Versus Performance

    (4) This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Sanford), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Sanford) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Sanford) for fiscal year 2023, 2022 and 2021 to determine the compensation actually paid in each applicable fiscal year, using the same adjustment methodology described above in Note 2(c):

  146. Pay Versus Performance

    | | | Average | | | | | Average | Reported | | | | | Reported Summary | Summary | Average Non-PEO | Average | | | Compensation Table | Compensation Table | NEO Adjusted Value | Compensation | | | Total for Non-PEO | Value of Non-PEO | of Equity | Actually Paid to Non- | | Fiscal Year | NEOs(a) | NEO Equity Awards(b) | Awards(c) | PEO NEOs | | 2023 | $2,162,999 | $1,421,500 | $1,245,253 | $1,986,753 |

  147. Pay Versus Performance

    | (a) This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Sanford) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable year. |

  148. Pay Versus Performance

    | (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Sanford) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year. Please refer to the Compensation Tables section of the Company’s Proxy Statement for the applicable year. The amount in this column is replaced with the corresponding amount reported under the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for the applicable fiscal year. |

  149. Pay Versus Performance

    | (c) This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Sanford) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year determined using the same methodology described above in Note 2(c). For each year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Mr. Sanford) to arrive at “compensation actually paid” to each NEO (excluding Mr. Sanford) for that year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Sanford) for that year. The amounts added or subtracted to determine the adjusted average amount are as follows: |

  150. Pay Versus Performance

    | | | | | | | Average Value | | | | | | | | Average | of Dividends | | | | | | | | Fair Value | or other | | | | | Average | | | at the End | Earnings Paid | | | | | Fiscal Year | | | of the | on Stock or | | | | | over Fiscal | | | Prior | Option | | | | | Year Change | | | Fiscal | Awards not | | | | | in Fair Value | Average Fair | Average | Year of | Otherwise | | | | | of | Value as of | Change in | Equity | Reflected in | | | | Average | Outstanding | Vesting Date | Fair Value of | Awards | Fair Value or | | | | Fiscal Year | and | of Equity | Equity | that Failed | Total | | | | End Fair | Unvested | Awards | Awards | to Meet | Compensation | | | | Value of | Equity | Granted in the | Granted in | Vesting | in the | Adjusted | | | Equity | Awards at | Fiscal Year | Prior Fiscal | Conditions | Summary | Average | | | Awards Granted in | FYE Granted | and Vested in | Years that | in the | Compensation | Value of | | | the Fiscal | in Prior | the Fiscal | Vested in the | Fiscal | Table for the | Equity | | Fiscal Year | Year | Fiscal Years | Year | Fiscal Year | Year | Fiscal Year | Awards | | 2023 | $900,730 | $31,107 | $207,710 | $105,489 | $- | $217 | $1,245,253 |

  151. Pay Versus Performance

    | (5) Company total stockholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021, 2020-2022, and 2020-2023), assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  152. Pay Versus Performance

    | (6) This column represents cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, and otherwise computed in accordance with Note 5. The peer group used for this purpose is the following published industry index: S&P Homebuilders Select Industry Index. |

  153. Pay Versus Performance

    | (7) This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |

  154. Pay Versus Performance

    (8) Annual TSR is Company TSR calculated by dividing the sum of the cumulative amount of dividends for each measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period divided by the Company’s share price at the beginning of the measurement period. For this purpose, the measurement periods are as follows: for 2023, September 28, 2022 through September 28, 2023; for 2022, September 28, 2021 through September 28, 2022; for 2021, September 28, 2020 through September 28, 2021; and for 2020, September 28, 2019 through September 28, 2020. (9) As noted in the footnotes to the Summary Compensation Table, due to an administrative error, the “Salary” presented for Mr. Sanford and Mr. Whiteside was overstated in 2022 by approximately $62,981 and $9,615, respectively, and in 2021 by approximately $28,365 and $1,923, respectively. The corrected values are reflected in the Summary Compensation Table in this proxy statement. Also, as noted in the footnotes to the Summary Compensation Table, Mr. Ansari received a $6,250 bonus payment during 2023 that was earned during 2022, but not paid due to an inadvertent administrative error. In addition, due to an administrative error, the “Compensation Actually Paid to PEO” previously presented for Mr. Sanford in 2021 was overstated by $41,500,556, and the Average Compensation Actually Paid to Non-PEO Neos for 2022 was overstated by $5,654,462. The amounts disclosed in this Pay Versus Performance disclosure reflect the correct amounts. Financial Performance Measures As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The Company believes that reliance on formulaic financial performance measures can result in compensation that is unrelated to the value delivered by our named executive officers because formulaic financial measures do not consider the specific performance of the executive officers or any unique circumstances or strategic considerations related to a named executive officer or the Company for the relevant fiscal year. Rather than rely on a specific formula-based model, we believe that retaining discretion to assess the overall performance of NEOs gives the Company the ability to more accurately reflect individual contributions that cannot be absolutely quantified. Consequently, in fiscal 2023 we employed one financial measure to determine executive compensation actually paid to the Company’s NEOs, as follows: •Annual TSR. Description of the Information Presented in the Pay versus Performance Table As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The Company does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Company TSR Compensation Actually Paid and Net Income Compensation Actually Paid and Annual TSR Cumulative TSR of the Company and Cumulative TSR of the Peer Group PROPOSAL APPROVAL OF EXP WORLD HOLDINGS, INC.